Halimah DeLaine Prado
About Halimah DeLaine Prado
Halimah DeLaine Prado is General Counsel of Google LLC (since August 2020) and has served on Joby Aviation’s board since August 2021; she is 49 years old as of April 2, 2025 . She is a Class II director with her term expiring at the 2026 Annual Meeting and is deemed independent under NYSE rules . Her legal background spans Google’s legal department since 2006, prior practice at Dechert LLP and Levine Sullivan Koch & Schulz, and a federal clerkship; she holds a B.A. from Yale and a J.D. from Georgetown .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | General Counsel | Aug 2020 – Present | Leads legal function of a global technology company |
| Google LLC | Various legal roles | Since 2006 (dates not itemized) | Progression across legal department |
| Dechert LLP | Attorney (media law) | Not disclosed | Litigation/advisory experience |
| Levine Sullivan Koch & Schulz | Attorney (products liability/media) | Not disclosed | Litigation/advisory experience |
| U.S. District Court (E.D. Pa.) | Judicial Law Clerk (Hon. Mary A. McLaughlin) | Not disclosed | Federal judicial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Google LLC | General Counsel | Aug 2020 – Present | No Joby-related related-party transactions with Google disclosed |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
- Independence: Determined independent by the Board under NYSE standards .
- Board leadership: Michael Huerta is Lead Independent Director; Paul Sciarra is Executive Chairman .
- Attendance: In 2024, all directors met at least 75% attendance except Mr. Ogawa; Prado met ≥75% .
- Audit Committee oversight: Committee reviewed 2024 10-K, auditor independence, and recommended inclusion; Prado is a member .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG policies .
- Related-party review: Audit Committee reviews related-party transactions per policy .
Fixed Compensation
| Component | Amount | 2024 Detail |
|---|---|---|
| Board Annual Cash Retainer | $50,000 | Program retainer |
| Audit Committee Member Fee | $10,000 | Member fee |
| Nominating & Corporate Governance Committee Chair Fee | $10,000 | Chair fee |
| Total Cash Fees Earned (2024) | $70,000 | Prado’s 2024 fees |
Director Equity Grant Structure:
- Annual RSU Grant: Target grant sized at $150,000 divided by 20-day VWAP; vests at next annual meeting or first anniversary .
- 2024 Stock Award (Grant-Date Fair Value): $147,283 for Prado .
- Outstanding Director RSU: 30,181 units for each non-employee director vesting June 6, 2025 .
| Equity Component | Grant-Date Fair Value | Vesting |
|---|---|---|
| Annual RSU (2024) | $147,283 | Full vest at next annual meeting/1-year anniversary |
| Outstanding RSU | 30,181 units | Vesting on June 6, 2025 |
Deferred Compensation Elections: Aicha Evans and Reid Hoffman deferred equity; no deferral disclosed for Prado .
Performance Compensation
No performance-based compensation (e.g., PSUs with financial/operational metrics) is disclosed for non-employee directors; annual director equity grants are service-based RSUs under the Non-Employee Director Compensation Program .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
| Prado’s bio lists no other public company directorships; she serves on Joby’s Audit and Nominating & Corporate Governance Committees (Chair) . No compensation committee interlocks apply to Prado; the compensation committee comprised Evans, Huerta, Wright in 2024 . |
Expertise & Qualifications
- Legal/technology leader as Google LLC General Counsel; extensive in-house and law firm experience .
- Financial literacy via Audit Committee membership; all Audit members are financially literate .
- Education: B.A. Yale; J.D. Georgetown .
- Governance expertise: Chairs Nominating & Corporate Governance; ESG oversight responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Common | Notes |
|---|---|---|---|
| Halimah DeLaine Prado | 74,736 | ~0.0095% (74,736 / 789,293,827) | “Less than 1%” per proxy |
| Outstanding Unvested RSUs | 30,181 units | — | Scheduled to vest June 6, 2025 |
Policies:
- Hedging/pledging prohibited for directors and employees; short sales and derivatives also prohibited .
- Stock ownership guidelines: Non-employee directors must hold 5x annual board retainer; phase-in applies (5 years from Dec 15, 2023 or hire) .
Potential Conflicts or Related-Party Exposure
- No related-party transactions involving Prado or Google LLC disclosed in 2024; related-party policy requires Audit Committee review .
- Key related-party transactions exist with Toyota (board designee; supply agreement; private placement) and Joby Trust vendors; none involve Prado .
Compensation Structure Analysis (Directors)
- Mix: Cash retainers plus service-based RSU grants; no performance-conditioned director equity .
- Program changes: Added $35,000 Lead Independent Director retainer in March 2025; indicates growing emphasis on board leadership responsibilities (Prado not Lead Independent) .
- No director meeting fees; directors can elect RSU in lieu of cash and defer issuance under program .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval approximately 98% of votes cast; Compensation Committee retained program structure following high support .
Governance Assessment
- Strengths: Independent status; leadership as Nominating & Corporate Governance Chair; Audit Committee service and financial literacy; solid attendance; robust insider trading policy (no hedging/pledging); clear RPT policies and Audit oversight .
- Alignment: Receives standard director equity grant; holds 74,736 shares with additional RSUs vesting; director ownership guidelines in place (5x retainer) .
- Signals: Addition of Lead Independent Director retainer underscores board role differentiation; high say-on-pay support reduces near-term governance risk .
- RED FLAGS: None disclosed specific to Prado. No related-party transactions, no hedging/pledging, and ≥75% attendance in 2024 .
- Watch item: Actual compliance vs the 5x retainer ownership guideline is not disclosed; beneficial share count represents a small percentage of outstanding shares (typical for non-employee directors) .